EXHIBIT 99.2  DRAFT OF WEST ESSEX BANCORP CHARITABLE FOUNDATION GIFT INSTRUMENT

 
                                GIFT INSTRUMENT
          CHARITABLE GIFT TO WEST ESSEX BANCORP CHARITABLE FOUNDATION


     West Essex Bancorp, Inc., Caldwell, New Jersey (the "Company"), desires to
make a gift of its common stock, par value $.01 per share, and cash to the West
Essex Bancorp Charitable Foundation (the "Foundation"), a nonprofit corporation
organized under the laws of the State of Delaware.  The purpose of the donation
is to establish a bond between West Essex Bancorp, Inc. and the community in
which it and its affiliates operate to enable the community to share in the
potential growth and success of the Company and its affiliates over the long
term.  To that end, West Essex Bancorp, Inc. now gives, transfers, and delivers
to the Foundation $100,000 in cash and  ________ shares of its common stock, par
value $.01 per share, or total consideration of $______, subject to the
following conditions:
 
     1.   The Foundation will use the donation solely for charitable purposes,
including community development, in the communities in which the Company and its
affiliates operate in accordance with the provisions of the Foundation's
Certificate of Incorporation.

     2.   Consistent with the Company's intent to form a long-term bond between
the Company and the community, the amount of Common Stock that may be sold by
the Foundation in any one year shall not exceed 5% of the market value of the
assets held by the Foundation, except that this restriction will not prohibit
the board of directors of the Foundation from selling a greater amount of Common
Stock in any one year if the board of directors of the Foundation determines
that the failure to sell a greater amount of the Common Stock held by the
Foundation would:   (a) result in a long-term reduction of the value of the
Foundation's assets relative to their then current value that would jeopardize
the Foundation's capacity to carry out its charitable purposes; or (b) otherwise
jeopardize the Foundation's tax-exempt status.

     3.   The Common Stock contributed to the Foundation by the Company shall,
for so long as such shares are held by the Foundation, be considered by the
Company to be voted in the same ratio as all other shares of Common Stock of the
Company which are voted on each and every proposal considered by stockholders of
the Company, provided, however, that if this Condition No. __ is waived by the
Office of Thrift Supervision pursuant to Office of Thrift Supervision Order No.
98-___, dated _______________, 1998 (a copy of which is attached hereto), then
this Condition No. 3 shall become void and of no effect.


Dated: ____________, 1998           West Essex Bancorp, Inc.



                                    By:  ______________________________
                                         Leopold W. Montanaro
                                         President and Chief Executive Officer